Without Any Makeup
by iWantCoffee
Summary: So Asuka thought about making a...lame surprise for Leo.


**Disclaimer**: I do not own any of the characters, if I did actually…then I'd—wait, you don't wanna know…

**Note**: was goofing around Twitter and saw a conversation about make up between Leo_Kliesen and AsuKazama_ and this perverted fic came up to mind, also…the lemon part was not a even planned, this shit just happens when I touch the keyboard, I couldn't stop writing and my fingertips decided to finish the fic that way, enjoy.

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><p><strong>Without Any Makeup<strong>

Asuka sat on Lili's bed, while Leo was in front of the mirror with Lili.

Leo was looking at Lili's makeup collection, "Dude…you're obsessed with these stuff,"

Lili giggled, "Oh Leo, _**that**_ is a normal amount,"

Leo picked up a small white pack, "What's this?" she started to examine it.

Lili made a kissy-lip to the mirror after she applied her lipstick before she answered, "Moisture Foundation," she said in French.

"Foundation…" Leo repeated slowly in French, and then placed it back on the makeup table.

Asuka was watching them, then laid on the bed, she was pretty bored, makeup was not her thing, at all, it wasn't Leo's either, but it looked like Leo was really curious, it was as if she had never seen makeup before, she was looking at the stuff and examining them with curiosity.

Asuka smiled to herself at the sight of Leo, she thought it was cute…

"Man…you're pretty good with that stuff," Leo admired the way Lili was putting on the makeup, "Look at you, you're a complete different person! Like…whoa!"

Asuka sat up and looked at them.

Lili laughed, "Oh Leo, you really don't know anything about makeup, do you? You're very funny,"

"Shut up…I just thought it was…something," Leo pouted.

Lili giggled and continued applying her makeup.

Asuka watched Lili, 'Is it really…that cool…?'

Leo walked to Lili's bed, smiled to Asuka who was starring at her, then grabbed her keys, "I need to go for a little shopping, I'm running out of clothes, heh, I'll be back before dinner though,"

Asuka nodded, "Alright," she tried to put on a smile.

Leo walked out of Lili's room, "See you guys later!" she called before running down the stairs.

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><p>Asuka was in her room, thinking, 'Makeup…'<p>

She walked opened her closet, looked through her clothes, then looked at a black Lolita dress Lili gave her, then picked it out, threw it on her bed.

'Now…makeup…'

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><p>Leo walked out of the shop, headed to the car that she borrowed from Lili, there was no need for her to go and rent a car since she and Asuka were staying at Lili's mansion this summer.<p>

She got in the car, threw the bags in the backseat, started the car, then turned on the radio, her favorite song, Bumpy Ride, was playing right now.

She smiled, took the car out of the parking lot, and drove back to Lili's mansion.

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><p>Leo grabbed the bags from the backseat, kicked the door closed, then walked in the mansion, threw the keys at Sebastian before she ran upstairs.<p>

Smiling, she opened the door to Asuka's room; "I'm ba...ck…" she blinked as her smile disappeared.

Asuka was in her black Lolita dress, wearing red makeup, it was pretty obvious she was an amateur when it came to makeup, red lipstick, red blush on her cheeks, and thick eyelashes, she probably used a lot of mascara…

"Uh…" Leo was looking at her in confusion.

Asuka felt embarrassment wash all over her, "You're gonna…laugh at me…?" she blushed hard.

"Oh…no I wouldn't laugh at you…just…uh…what are you doing in…that?"

Asuka blushed harder, she was so embarrassed she almost felt tears in her eyes, "I…I just…" she took a shaky breath; "I just…wanted to look good for you!" she looked away, sadness written all over her face.

Leo blinked, "A…Asuka…" she placed the bags on the floor, then walked to her, she held Asuka's shoulders, then chuckled, "You didn't have to do this…you're naturally gorgeous…"

Asuka looked up to see Leo, "You…you mean it?"

Leo smiled, "Of course I mean it…you look just perfect, without any make up on,"

Asuka smiled, "Without any makeup on?"

Leo nodded, smiling.

Asuka suddenly hugged Leo, and kissed her lips.

Leo widened her eyes, and then hugged her back…closing her eyes, she kissed back.

Asuka then pulled back slowly, and smiled at Leo, "You look…sexy with that messy lipstick on your lips,"

Leo blushed, "No…"

Asuka smiled, "I would love to leave another mark somewhere else…"

Leo blinked blushing, "W…where?"

Asuka hugged Leo, then grabbed her butt, "Here…"

Leo gasped, "Asuka! That's…embarrassing!"

Asuke pouted, "Pleaaaaase! Pleaaase Leo!" she pleaded.

Leo blinked, "O…okay, don't cry…"

Asuka smiled, "Now…turn around?"

Leo blushed, then turned around, and sighed in defeat as Asuka started pulling down her jeans.

Asuka pulled down Leo's underwear, then grabbed her waist, and kissed her ass cheek, "It…looks…sexy,"

Leo's face was still red; she pulled her pants up and turned around, then looked at Asuka's face.

"It really looked sexy...I'm already…" she hugged Leo, "Wet…"

Leo hugged her back, kissed her deeply, then started taking off her dress, she unzipped it, and then started pulling it down, and then grabbed her breast.

Asuka moaned.

Leo slowly pushed her into bed; she took off her bra, then slowly took her nipple in her mouth.

Asuka moaned Leo's name.

Leo ran her hands around Asuka's body while she sucked her on her nipples, then slid a hand in her panties.

Asuka gasped, "Ah Leo…"

Leo looked up at her, then smiled, "I'll…finish you now…"

"I wanna finish you too…" Asuka said.

Leo blushed, "Sixty nine…?"

Asuka nodded, "And you're on top…" she started unbuttoning Leo's jeans, then pulled them down.

Leo took off her jacket and shirt, then threw them to the floor, then got in position, and pulled down Asuka's panties, then tossed them aside, 'She _**is**_ already wet…' she started licking her.

Asuka moaned.

Leo slid her tongue in the middle and started moving it.

Asuka moaned louder, "Leo! I'm so hard…"

Leo moved her tongue faster.

"Oh my God…I'm coming!"

Leo slowed down her tongue after Asuka climaxed, then smiled, "You're unbelievable…you finished so quickly," she chuckled.

Asuka smiled, "I was already hard…and you're so good…" she wrapped her arms around Leo's waist and started licking her.

Leo widened her eyes and gasped.

She started sucking and licking her, hugging her hips and squeezing her ass cheeks at the same time.

Leo started moaning, "A…Asuka….oh…"

Asuka slapped her ass.

Leo gasped, "Asuka!"

"I know you like it…" she slapped her again, and Leo let out a yelp, she moved her tongue and started massaging and smacking Leo's ass.

Leo started moaning loudly.

Asuka then slid a finger in Leo's asshole while licking her clit.

Leo started screaming.

Asuka was happy to make Leo feel this good…

Leo moaned loudly as she started squirming around Asuka's tongue, she gasped again as Asuka slapped her, "I'm so close…" she barely whispered.

Asuka eagerly started licking her faster, massaging her ass and fingering her.

Leo climaxed seconds later.

Asuka smiled, then kissed Leo's pussy, "I love you,"

Leo got off of Asuka, then collapsed next to her, "I love you too…" she said panting.

Asuka hugged her.

"I…seriously never thought you were a freak in bed…" Leo closed her eyes.

"I just wanna make you feel good…"

Leo smiled, "Well…you did,"

Feeling proud of herself.

Asuka smirked.

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><p><em>Hope you enjoyed, oh…wait, I know you did.<em>

_Also, to whoever it may concern, and you know who you are, suck on this while I finish the chaptered fic._


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